Prospectus - CENTRAL GARDEN & PET CO - 3-17-1998 by CENTR-Agreements


									PROSPECTUS SUPPLEMENT NO. 5 Filed Pursuant to Rule 424(B)(3) (To Prospectus Dated March 18, 1997, Registration Statement No. 333-21603 As Supplemented By Prospectus Supplement No. 1 Dated April 8, 1997, Prospectus Supplement No. 2 Dated May 14, 1997, Prospectus Supplement No. 3 Dated July 16, 1997 and Prospectus Supplement No. 4 Dated December 2, 1997) [CENTRAL GARDEN & PET LOGO APPEARS HERE] $115,000,000 6% CONVERTIBLE SUBORDINATED NOTES DUE 2003 AND SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION THEREOF This Prospectus Supplement supplements information contained in that certain Prospectus dated March 18, 1997, as amended or supplemented (the "Prospectus") of Central Garden & Pet Company relating to the potential sale from time to time of up to $115,000,000 aggregate principal amount of Notes and the Conversion Shares by the Selling Securityholders. This Prospectus Supplement is not complete without, and may not be delivered or utilized except in connection with, the Prospectus, including any amendments or supplements thereto. Capitalized terms used herein but not defined have the meanings assigned to such terms in the Prospectus. The following table supplements the information set forth in the Prospectus under the caption "Selling Securityholders" with respect to the Selling Securityholders and the respective principal amounts of Notes and Conversion Shares beneficially owned by such Selling Securityholder that may be offered pursuant to the Prospectus:
Donaldson, Lufkin & Jenrette Sec. Corp. McMahan Securities Company, L.P. 320,000 50,000 * * 11,428 1,785 * * * *

The line "Any other holder of Notes or future transferee from any such holder ... 1,640,000, 1.4, 58,571, *, *" (other than the footnotes thereto which remain unchanged) contained in the table set forth in the Prospectus under the caption "Selling Securityholders" shall be deleted in its entirety and replaced with the following:
Any other holder of Notes or future or future transferee from any such holder(8)(9) 1,270,000 1.1 45,357 * *

All information in this Prospectus Supplement is as of March 16, 1998. THE DATE OF THIS PROSPECTUS SUPPLEMENT IS MARCH 17, 1998

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